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This Supplier Non Disclosure Agreement is essential for businesses operating in Austria who need to protect their confidential information when engaging with suppliers. It should be used before sharing sensitive business information, trade secrets, technical specifications, or other proprietary information with potential or existing suppliers. The agreement is drafted in accordance with Austrian law, particularly considering the Austrian Civil Code (ABGB), Commercial Code (UGB), and Trade Secrets Act, while also accounting for EU regulations such as GDPR where applicable. It includes comprehensive confidentiality provisions, permitted use restrictions, security requirements, and enforcement mechanisms specific to supplier relationships. This document is particularly crucial in the early stages of supplier engagement or during ongoing supplier relationships where confidential information exchange is necessary.

1. Parties: Identification of the disclosing party (typically the company) and the receiving party (the supplier), including full legal names, registration details, and addresses

2. Background: Context of the relationship between the parties and purpose of entering into the NDA, typically relating to a potential or existing supplier relationship

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Recipients', 'Trade Secrets', and other relevant definitions under Austrian law

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including trade secrets, know-how, technical information, and business information

5. Confidentiality Obligations: Core obligations regarding the protection, non-disclosure, and restricted use of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to authorized recipients and required protective measures

7. Security Measures: Specific measures required to protect confidential information, including technical and organizational measures

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Term and Survival: Duration of the agreement and survival of confidentiality obligations

10. Breach and Remedies: Consequences of breach, including injunctive relief and damages under Austrian law

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments